BACKGROUNDAsset Purchase Agreement • January 30th, 2006 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 10.11 LEASE AGREEMENT (the "Lease"), made March , 2005, between CEDAR BROOK 7 CORPORATE CENTER, L.P., 1000 Eastpark Blvd., Cranbury, New Jersey 08512, "Landlord"; and VALERA PHARMACEUTICALS, INC., having an office at 8 Clarke Drive, Cranbury,...Lease Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc • New Jersey
Exhibit 10.5 TERMINATION AGREEMENT, LICENCE BACK AND OPTION DATED: 21st DECEMBER 2001 BETWEEN: (1) HYDRO MED SCIENCES, INC. ("HMS"), a subsidiary of GP Strategies Corporation ("GP"), a Delaware corporation with principal offices at 9 West Street, 57th...Termination Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc
BACKGROUNDInvestment Agreement • April 20th, 2005 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AMONGCredit Agreement • December 9th, 2005 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New York
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2006 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New York
BACKGROUNDLicense and Distribution Agreement • April 20th, 2005 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • Quebec
AUGUST 16, 2004Rights Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc • Delaware
BACKGROUNDDistribution Agreement • December 9th, 2005 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
EXHIBIT 10.15 ****denotes information omitted pursuant to a request for confidential treatment under Rule 406 GROUP PURCHASING AGREEMENT This Agreement entered into by and between INTERNATIONAL PHYSICIAN NETWORKS, LLC D/B/A/ INTERNATIONAL UROLOGY...Valera Pharmaceuticals Inc • April 20th, 2005 • Pharmaceutical preparations • Delaware
EXHIBIT 10.20 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (the "Agreement"), is made on this _____ day of ____________, 2005, by and between Valera Pharmaceuticals, Inc. (the "Company") and __________________ (the "Employee")....Change in Control Agreement • September 30th, 2005 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
OCTREOTIDE CONTINGENT STOCK RIGHTS AGREEMENT by and between INDEVUS PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights AgentContingent Stock Rights Agreement • April 17th, 2007 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This OCTREOTIDE CONTINGENT STOCK RIGHTS AGREEMENT (this “Agreement”), dated as of April 17, 2007, is entered into by and between Indevus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent (the “Rights Agent”).
BACKGROUNDLicense and Distribution Agreement • April 20th, 2005 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
VOTING AGREEMENTVoting Agreement • December 12th, 2006 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of December 11, 2006, by and among Indevus Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Hayden Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholder party hereto (the “Stockholder”).
Exhibit 10.12 CONTRIBUTION AGREEMENT Contribution Agreement, dated as of June 30, 2000, between GP Strategies Corporation, a Delaware corporation ("GP"), and Hydro Med Sciences, Inc., a Delaware corporation and wholly-owned subsidiary of GP ("HMS")....Contribution Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc • New York
COPROMOTION AND MARKETING SERVICES AGREEMENT by and between VALERA PHARMACEUTICALS, INC. and INDEVUS PHARMACEUTICALS, INC.Copromotion and Marketing Services Agreement • January 26th, 2007 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS COPROMOTION AND MARKETING SERVICES AGREEMENT (the “Agreement”) is made as of December 11, 2006 (“Effective Date”) by and between VALERA PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 7 Clarke Drive, Cranbury, NJ 08512 (“Valera”) and INDEVUS PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 33 Hayden Avenue, Lexington, MA 02421(“Indevus”).
WITNESSETH:-Lease • March 14th, 2005 • Valera Pharmaceuticals Inc
Company letterhead]Valera Pharmaceuticals Inc • December 27th, 2006 • Pharmaceutical preparations
Reference is made to Sections 6.5(b) and 6.6(b)of your Amended and Restated Employment Agreement entered into on July 5, 2006 (the “Employment Agreement”) pursuant to which you are entitled to receive a lump sum payment equal to the sum of (i) 24 months of your then current Base Salary and (ii) 2 times the highest Annual Bonus you received during the 3 most recently completed fiscal years of the Company (hereinafter referred to as the “Change in Control Payment”), in the event you are terminated by the Company without “Cause” or if you resign for “Good Reason” during the period commencing on the 30th day immediately preceding a “Change in Control” and ending on the first anniversary of the Change in Control. The purpose of this letter is to memorialize your agreement with the Company, as authorized by the Compensation Committee of our Board, to vary the application of Sections 6.5(b) and 6.6(b) of your Employment Agreement. Except as otherwise noted herein, capitalized terms used herei
EXHIBIT 10.18 ****denotes information omitted pursuant to a request for confidential treatment under Rule 406 Besse Medical Attn: Mr. Michael E. Besse 9075 Centre Pointe Dr. Suite 140 West Chester, OH 45069 Re: Fee for Services Agreement Dear Mr....Valera Pharmaceuticals Inc • April 20th, 2005 • Pharmaceutical preparations
BACKGROUNDLicense and Distribution Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc • New Jersey
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 16th day of September, 2003 by and between David Tierney (the "Executive"), and Valera Pharmaceuticals, Inc., a Delaware corporation...Executive Employment Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc • New Jersey
BACKGROUNDCollaboration and Development Agreement • April 20th, 2005 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New York
Exhibit 10.7 Amendment, dated as of November 29, 2001, to the Termination of Agreement dated September 12, 1990, dated September 26 and October 1, 1997 (the "Agreement"), between GP Strategies Corporation (formerly National Patent Development...Valera Pharmaceuticals Inc • March 14th, 2005
INVESTMENT AND SHAREHOLDERS’ AGREEMENT Spepharm Holding B.V. by and amongInvestment and Shareholders’ Agreement • November 9th, 2006 • Valera Pharmaceuticals Inc • Pharmaceutical preparations
Exhibit 10.6 TERMINATION OF AGREEMENT DATED SEPTEMBER 12,1990 The Joint Development Agreement dated September 12,1990 between The Population Council, Inc. ("The Council") and National Patent Development Corporation ("NPDC"), for the joint development...Termination of Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc • New York
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2006 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 5th day of July, 2006 (the “Effective Date”), by and between David Tierney (the “Executive”), and Valera Pharmaceuticals, Inc. (the “Company”).
Exhibit 4.4 VALERA PHARMACEUTICALS, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT Valera Pharmaceuticals, Inc. (the "Company") hereby grants to __________ (the "Optionee") an option to purchase a total of 20,000 shares of Common...Non-Qualified Stock Option Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc • Delaware
BACKGROUNDTermination Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc
Exhibit 4.3 VALERA PHARMACEUTICALS, INC. EQUITY INCENTIVE PLAN INCENTIVE STOCK AWARD AGREEMENT Valera Pharmaceuticals, Inc. (the "Company") hereby grants to ________ (the "Optionee") an option to purchase a total of 10,000 shares of Common Stock of...Incentive Stock Award Agreement • March 14th, 2005 • Valera Pharmaceuticals Inc • Delaware
Absorbable Endoureteral Stent Advanced Development and Pilot Production: A 12-Month Program Agreement Outline Prepared for Valera Pharmaceuticals, Inc. Issued: March 24, 2006 Revised: April 10, 2006Valera Pharmaceuticals Inc • December 11th, 2006 • Pharmaceutical preparations
This document entails (1) background and specific aims of the 12-month program; (2) an outline of major experimental segments; (3) target dates for completion of program segments; (4) program monitoring and review, (5) program budget and disbursement schedule; (6) licensing and manufacturing agreements; and (7) contingency plans.
EXHIBIT 10.16 ****denotes information omitted pursuant to a request for confidential treatment under Rule 406 GROUP PURCHASING AGREEMENT This Agreement entered into by and between INTERNATIONAL PHYSICIAN NETWORKS, LLC D/B/A/ INTERNATIONAL UROLOGY...Valera Pharmaceuticals Inc • April 20th, 2005 • Pharmaceutical preparations • Delaware
AGREEMENT IntroductionAgreement • March 14th, 2005 • Valera Pharmaceuticals Inc • New York
Company letterhead]Valera Pharmaceuticals Inc • December 27th, 2006 • Pharmaceutical preparations
Reference is made to Section 3 of your Change in Control Agreement entered into on [ ], 2006 (the “Change in Control Agreement”), pursuant to which you are entitled to receive certain payments and benefits as described in Sections 3.1.1, 3.1.2. and 3.1.3 of the Change in Control Agreement, in the event you are terminated by the Company without Cause or if you resign for Good Reason during the period commencing on the 30th day immediately preceding a “Change in Control” and ending on the first anniversary of the Change in Control (hereinafter referred to as the “Change in Control Payment”). The purpose of this letter is to memorialize your agreement with the Company, as authorized by the Compensation Committee of our Board, to vary the application of Section 3 of your Change in Control Agreement. Except as otherwise noted herein, capitalized terms used herein shall have the same meaning as is set forth in your Change in Control Agreement.
LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • November 9th, 2006 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LICENSE AND DISTRIBUTION AGREEMENT is entered into as of the 27 day of September 2006, by and between VALERA PHARMACEUTICALS, INC., a corporation incorporated under the laws of the state of Delaware with its principal place of business located at 7 Clarke Drive, Cranbury, New Jersey 08512-3617 USA (“Valera”), and SPEPHARM HOLDINGB.V., a corporation incorporated under the laws of the Netherlands with its principal place ofbusiness located in Amsterdam, the Netherlands (“Spepharm”).
ContractSupply Agreement • August 9th, 2006 • Valera Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of asterisks.
